Business entities in Russia in 2023

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Healy Consultants Group PLC will assist our Clients to ascertain the optimum corporate structure for their Russian operations. While the majority of our Clients choose the Russian LLC, our Clients can also set up a Joint Stock Company, a Representative Office or a Branch Office. Please note that a Russian LLC and a joint stock company cannot be 100% owned by another corporate entity.

  • The Russian LLC (OOO)

    • Setting up an LLC in Russia can be achieved with i) a minimum share capital of 10,000 roubles (US$130) and ii) 1 director and 1 shareholder. While the shareholder can be of any nationality, the director must be a Russian resident;
    • If another company is to be a shareholder, the LLC must have at least two shareholders;
    • The LLC must submit audited financial statements annually to the Government.

    Best uses:

    A Limited liability company is the most common business structure and flexible type of company with least burdensome statutory obligations. A LLC is suitable for foreigners interested in starting a general trading or service companies in Russia;

  • The Joint Stock Company (OAO)

    • Like an LLC, a joint stock company (JSC) must have at least 1 resident director and 1 shareholder who can be of any nationality. However, unlike an LLC, a JSC is allowed to issue shares;
    • A JSC can either be listed (OAO) or non-listed (ZAO). A ZAO can be set up with 10,000 roubles (US$130) and can only issue shares to the company’s founders or another predetermined group of people. An OAO, on the other hand, can issue shares to the public and must have a share capital of at least 100,000 roubles at incorporation;
    • Both entities must submit audited annual financial statements to the Government. However, only an OAO is obligated to publish its financial statements for public record.

    Best uses:

    A Joint Stok Company is also a commonly used legal vehicle and optimal legal entity for entrepreneurs willing to raise funding for their specific project.

  • Branch Office (филиал)

    The Russian branch can be a 100% foreign-owned business entity. While the scope of business for this entity will be defined by the parent company, it will still be allowed to invoice local customers, sign local sales contracts and receive income from customers.

    Best uses:

    Registering a branch office is a practical method to simplify the preparation of the financial statements at the Group level and engage in commercial activities provided the business maintains its accounting records in accordance with Russian tax legislation.

  • Representative office (представительство)

    • A foreign company may seek to establish a representative office in Russia if it does not intend to carry out business in the country. Consequently, this entity will not be permitted to make direct sales within the country;
    • Representative offices may only engage in activities such as i) promoting the business of the parent company and ii) market research.
  • Table of comparison between Russia entities

    LLCNon-Public JSCPublic JSCBranch OfficeRepresentative office
    Also known asOOOZAOOAOфилиалпредставительство
    How long to set the company up?6 weeks7 weeks7 weeks8 weeks8 weeks
    How long to open company bank account?2 months2 months2 months2 months2 months
    Legal liability?LimitedLimitedLimitedUnlimitedUnlimited
    Wholly foreign owned?YesYesYesYesYes
    Minimum share capital?US$130US$130US$1,300N/AN/A
    File annual tax return?YesYesYesYesNo
    Tax registration certificate required?YesYesYesYesNo
    Recommended corporate bank account?SberbankGAZPROMBANKVTBCITIBANKSTANDARD CHARTERED
    Does our Client need to travel?NoNoNoNoNo
    Resident director required?YesYesYesYesYes
    Resident shareholder required?NoNoNoNoNo
    Minimum directors allowed?11111
    Minimum shareholders?11111
    Tax identification code needed?YesYesYesYesNo
    Russia resident representative required?NoNoNoNoNo
    Corporate shareholders allowed?YesYesYesYesYes
    Corporate director(s) allowed?NoNoNoYesYes
    Statutory audit required?YesYesYesNoNo
    Russia corporate tax rate?20%20%20%20%0%
    Annual financial statements required?YesYesYesYesNo
    Regulated by?Chamber of Commerce and Industry of the Russian FederationChamber of Commerce and Industry of the Russian FederationChamber of Commerce and Industry of the Russian FederationChamber of Commerce and Industry of the Russian FederationChamber of Commerce and Industry of the Russian Federation
    Allowed to issue sales invoices?YesYesYesYesNo
    Allowed to sign contracts?YesYesYesYesNo
    Allowed to import and export goods?YesYesYesYesNo
    Can rent an office space in Russia?YesYesYesYesYes
    Can buy Russia property?YesYesYesYesNo
    Total Russia business setup costs in yr. 1?US$31,450US$16,660US$16,660US$19,760US$18,760
    Subsequent annual costs (incl. accounting and tax fee)?US$5,320US$4,710US$4,710US$4,710US$4,710
    Sample engagement invoice?View invoice PDFView invoice PDFView invoice PDFView invoice PDFView invoice PDF

Frequently asked questions

cpa russia Russia government website Central Bank of Russian Federation Russia federal customs service world trade center moscow